VSee Health (VSEE) insiders report 833,331 shares via warrants and exchange

Rhea-AI Filing Summary

VSee Health, Inc. Schedule 13G/A discloses that the reporting persons beneficially own 833,331 shares, representing 2.0% of the class. The reported position consists of Public Warrants to purchase 702,896 shares plus 130,435 shares issuable under a Warrant Exchange Agreement. The percentage calculation references 40,230,845 shares outstanding as of February 2, 2026, plus the 833,331 issuable shares.

Insights

Corporate Governance Analyst

Beneficial ownership reported via warrants and an exchange agreement totals 833,331 shares (2.0%).

The filing shows Alta Partners, LLC and Steven Cohen share voting and dispositive power over 833,331 shares, comprised of 702,896 warrant-linked shares and 130,435 exchange‑issuable shares. The calculation cites February 2, 2026 outstanding common shares.

Voting/dispositive power is reported as shared rather than sole. Subsequent filings may clarify any exercises or exchanges; timing and cash‑flow consequences are not stated in the excerpt.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

VSee Health, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

92919Y102

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92919Y102

1

Names of Reporting Persons

Alta Partners, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 833,331.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 833,331.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

833,331.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) Each Reporting Person's (as defined below) ownership consists of (i) warrants to purchase 702,896 shares of common stock, $0.0001 par value per share ("Common Stock"), of VSee Health, Inc. (the "Company") at an exercise price of $11.50 per share ("Public Warrants") and (ii) an additional 130,435 shares of Common Stock issuable pursuant to a Warrant Exchange Agreement (the "Warrant Exchange Agreement") between the Company and Alta Partners, LLC ("Alta"), pursuant to which Alta has agreed to exchange Public Warrants for shares of Common Stock at an exchange ratio of approximately 0.9668 shares of Common Stock for each Public Warrant. (2) Percentage ownership is calculated based upon (i) 40,230,845 shares of Common Stock issued and outstanding at February 2, 2026, as set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on February 5, 2026, (ii) plus 833,331 shares of Common Stock issuable upon the exercise or exchange of Public Warrants, as described above.

SCHEDULE 13G

CUSIP No. 92919Y102

1

Names of Reporting Persons

Steven Cohen

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 833,331.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 833,331.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

833,331.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Each Reporting Person's ownership consists of (i) Public Warrants to purchase 702,896 shares of Common Stock and (ii) an additional 130,435 shares of Common Stock issuable pursuant to the Warrant Exchange Agreement. (2) Percentage ownership is calculated based upon (i) 40,230,845 shares of Common Stock issued and outstanding at February 2, 2026, as set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on February 5, 2026, (ii) plus 833,331 shares of Common Stock issuable upon the exercise or exchange of Public Warrants, as described above.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VSee Health, Inc.
(b)	Address of issuer's principal executive offices: 980 N. Federal Hwy, Suite 304, Boca Raton, FL, 33432
Item 2.
(a)	Name of person filing: (i) Alta Partners, LLC, a limited liability company organized under the laws of the State of New York. (ii) Steven Cohen, a United States citizen, who serves as managing member of Alta. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The business address of each of the Reporting Persons is 1205 Franklin Avenue, Garden City, New York 11530.
(c)	Citizenship: See Item 2(a) above.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 92919Y102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 833,331
(b)	Percent of class: 2.0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 833,331
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 833,331
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Alta Partners, LLC

Signature:	Steven Cohen
Name/Title:	Managing Member
Date:	02/23/2026

Steven Cohen

Signature:	Steven Cohen
Name/Title:	Individual
Date:	02/23/2026

FAQ

What stake does Alta Partners report in VSEE?

Alta Partners reports beneficial ownership of 833,331 shares (2.0%). The position includes 702,896 Public Warrants convertible into common stock and 130,435 shares issuable under a Warrant Exchange Agreement; the calculation uses February 2, 2026 outstanding shares.

How is the 833,331-share figure composed for VSEE?

The 833,331 shares comprise 702,896 warrant-linked shares and 130,435 exchange‑issuable shares. The filing states the 130,435 arise under a Warrant Exchange Agreement providing ~0.9668 shares per Public Warrant.

What voting and dispositive power is reported by the filers?

Shared voting and shared dispositive power over 833,331 shares are reported. The filing lists zero sole voting or dispositive power and attributes the authority to the reporting persons jointly.

What outstanding share base does the filing use to calculate percentage?

The percentage is calculated using 40,230,845 shares outstanding as of February 2, 2026. The filing then adds the 833,331 issuable shares when deriving the 2.0% figure.

Who are the reporting persons named in the filing?

The filing names Alta Partners, LLC and Steven Cohen as reporting persons. Alta is a New York limited liability company; Steven Cohen is identified as a United States citizen and managing member of Alta.